Dye & Durham Limited

Thank you. Good afternoon.

Welcome to the Dye & Durham conference call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in Canadian dollars, unless otherwise indicated.

Please note that statements made during this call may include forward-looking statements and information and future-orientated financial information regarding Dye & Durham and its business and disclosure regarding possible events, conditions or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance and business prospects and opportunities.

Such statements are made as of this date hereof and Dye & Durham assumes no obligation to update or revise them to reflect events, disclosures, or circumstances, except as required by applicable securities laws. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results.

A number of these risks or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information.

Please refer to the forward-looking statements and information and future-orientated financial information section of our public filings without limitation, our MD&A, our earnings press release issued today for additional information.

Joining us on the call today are Matt Proud, Dye & Durham's Chief Executive Officer; and Frank Di Liso, Dye & Durham Chief Financial Officer. A question-and-answer session will follow the formal remarks for research analysts.

I will now turn the call over to Matt for opening remarks. Matt?

Thanks, Ross, and good afternoon, everyone. Our business continued to perform well during the third quarter despite a challenging operating environment.

So far, this fiscal year, we made important progress across key areas. Most notably, we've grown our contractual annual recurring revenue to a point where today, it's 18% of our total revenue and continue to grow.

We've reduced our operating expenses by $42 million or close to 20% as measured on a year-over-year basis and significantly exceeded the 10% target set out in our cost reduction plan last November.

Year-to-date, we reduced the number of shares outstanding by 20%. And we've proactively taken steps to continuously streamline the business while continuing to market best-in-class software products to our more than 60,000 customers.

With the primary focus on the legal sector, we offer our customers a fully integrated legal technology software suite. It gives them almost every capability required to run a law firm efficiently and reliably.

We believe our depth and breadth of experience in marketing software in legal community is unmatched.

Today, we are one of the world's largest providers to this market for software that provides the productivity tools required to manage small and medium-sized law firms as well as the mission-critical workflow and matter-specific software applications that enable the automation of various areas of loss.

As you'll see on Slide 7 of the earnings presentation, law firms rely on our software every day to serve their clients across a variety of needs from litigation to the conveyancing of real estate to wills, due diligence and more. In an industry known for its complexity, we are focused on keeping things as simple as possible for our customers with 1 contract and 1 minimum spend.

We recorded $104 million in revenue and $56 million in adjusted EBITDA, which brings our last 12 months total to $461 million of revenue and $253 million of adjusted EBITDA. During the quarter, 50% of our total revenue was exposed to real estate transaction volumes.

We continue to maintain a strong 50% -- 54% EBITDA margin for the quarter.

We've also purposely taken measures to reduce our reliance on revenue from real estate transactions, which has been reduced to 50% of the total revenue globally and just 26% of revenue from Canadian real estate transactions. Despite the positive progress we've seen, we believe our stock is significantly undervalued and represents one of the best opportunities in the market today.

When we compare ourselves to other publicly traded software companies in North America with over $200 million of EBITDA, our valuation multiple ranks 45 out of 52 companies. Despite Dye & Durham being top quartile on foreign industry metrics like the Rule of 40, given just how significantly undervalued we believe our stock is and the clear disconnect that exists between financial performance and the financial and operational scale of the business and valuation.

Today, we announced another substantial issuer bid for up to $15 million at a price between $17 and $20 per share.

This substantial issuer bid reflects our confidence in the business. While we don't typically provide quarterly guidance, we also decided to offer it this quarter, so investors can make fully informed decisions about whether to participate in the substantial issuer bid or not.

Therefore, for the fourth quarter of fiscal 2023, we expect our adjusted EBITDA to be in the range of $65 million to $70 million. Given our strong and substantial earnings and cash flow profile and organic and M&A growth pipeline, together with the significant discount at which we are trading, we believe there is no better use of capital and continue to invest in ourselves.

Disciplined capital allocation is a core element of our strategy. Deploying another SIB is an extension of that discipline given the current levels at which we are trading, and we think this will be the best outcome for shareholders.

As the real estate market begins to rebound, we are seeing a significant acceleration in our business in the current quarter.

As you will see on Slide 7 of the earnings presentation, Q4 is off to a very strong start with $36 million of revenue in the month of April. We categorize the remaining periods across contracted revenue, real estate and non-real estate exposed revenue and TM Group.

Taking these revenue items together, we conservatively have visibility on $115 million to $120 million of revenue for Q4. It's important to note that given we already have April preliminary results, this means the exposure from revenue in May and June related to real estate transactions is only estimated to be approximately 30% of our Q4 guidance revenue.

There is significant upside to our business in both top line and bottom line based on the operating leverage inherited from our scalable platform. In addition to this upside, returning to a more practical multiple would see significant lift for our valuation.

As shown on Page 8 of the earnings presentation, we believe that the disconnect that we trade at today is completely and frustratingly disconnected again from the scale of the business we built and our proven ability to manage the business through multiple cycles like the one we're just coming through.

Last November, we announced a target of 10% reduction in operating costs. We have significantly exceeded that target with a 19% reduction in annualized operating costs in Q3 of fiscal 2023 or $42 million compared to the same period in fiscal '22, net of OpEx and the acquisitions we've made in the past 12 months.

As part of that cost reduction, we've improved the performance of the business and streamlined our structure, moving from a regionally based management structure to a functional-based structure, creating clear lines of accountability. In doing so, we've been able to collapse and eliminate layers of management, reducing headcount and improving our performance.

With these changes, we have brought greater focus on recruiting attractive world-class talent in all areas of management. We are well positioned to scale the business and continue to deliver growth based on our existing management structure and cost base with minimal additional investment.

As a result of our strong long-term client relationships and refreshed sales strategy, we've significantly grown our contractual annual recurring revenue, more than doubling it in the past year and now stands at nearly $67 million, up from $29 million in Q3 fiscal '22.

Contracted annual recurring revenue now represents 18% of total revenue, up from 7% in Q3 of fiscal '22. Increasing our recurring revenue provides us better predictability and outlook and we've established a 3-year goal of establishing and achieving 50% annual recurring revenue.

This growth in recurring revenue is driven by our success in moving accounts to minimum volume subscription contracts on our practice management platforms, as well as strategic M&A, which again, has been focused on practice management applications and include subscription revenue.

The minimum volume contracts for our practice manager platforms provide price certainty for our small law clients. These clients have access to entire proactive solution, offering case management, account and billing, doc management and CRM capability, just to name a few.

The contract structure allows them to continue to charge their clients a disbursement fee on a matter, like a conveyancing or corporate matter, which is an important feature of their business. With this contract structure, we diversified our revenue base away from transactional volumes on the downside, but we retain the upside.

Looking ahead, we've established clear goals for the business that we characterize across financial performance indicators and continue to have a market-leading product and continuing our M&A growth.

On the financial metrics, we have set a target of annually delivering 20% to 25% adjusted EBITDA growth. If achieved, this growth would put us firmly on the path of building -- to our objective of building to $1 billion.

An important aspect of achieving this growth is building more predictable recurring revenue streams and diversifying our revenue mix from what we've endured during the past 18 months with the real estate market.

The 50% recurring revenue goal addresses predictability. We've also set a 3-year goal to reduce our real estate transaction exposure as it relates to revenue to less than 33%, which will help us further deliver on diversification.

And we intend to continue to grow through M&A. We've added approximately $108 million in adjusted EBITDA through acquisitions by deploying $1.8 billion in capital since our IPO.

We've grown the business another $106 million organically, which delivered a post-synergy multiple of approximately 8x.

We believe we built a world-class software business of scale. It's a great business that generates strong top line growth within an industry that provides stable cash flow and a very healthy margin profile.

Evidence of this scale can be seen in the fact we're now one of 52 public companies in North America in the software application space that have more than $200 million of EBITDA. We look forward to updating you on our progress as we continue to grow, optimize, and diversify our global business.

I'll now turn it over to Frank to review the financials. Frank?

Thank you, Matt, and good afternoon, everyone. We reported revenue of $104.1 million during the third quarter, a decrease of $18.8 million or 15% from the same period last year.

The change primarily related to lower real estate transactions as a result of seasonality and unfavorable market conditions. As Matt mentioned, we are seeing an improvement in the real estate market in Q4, which is typically one of the stronger seasonal periods, but we're not back yet to normalized levels at this stage.

During the period, revenue exposed to real estate transaction volumes globally was 50% compared to 67% in the same period of fiscal '22. We've updated our method for calculating this figure.

In our disclosure, we report revenue driven by real estate transactions globally, revenue driven by real estate transactions for Canada and for the first time, annual recurring revenue contracted.

On a go-forward basis, we'll be consistently using this method to give you greater transparency into the key drivers of the business. Annual recurring revenue contracted was 18% in Q3 of fiscal '23 compared to just 7% in the same period last year.

We generated adjusted EBITDA of $56.1 million, a decrease of $10.7 million or 16% for the same period last year. We continue to maintain our strong EBITDA margins, coming at 54% this quarter, which is in line with our target range of 50% to 60%.

As we said before, we've built a resilient business.

On Slide 12, you can see the quality performance that we've delivered on our adjusted EBITDA. We've managed through the challenging market conditions over the past 12 months with continued strong performance.

Despite significantly lower real estate market transactions, our adjusted EBITDA performance remains relatively consistent. This indicates how we can manage the business cycles while still delivering shareholder value.

Total operating costs, which includes direct costs, technology and operations costs, and G&A and sales and marketing expenses were $48 million for the quarter or 46% of revenue compared to $56 million for the same period last year. Net of the impact of expenses from acquisitions, our operating costs for the quarter were $45.6 million.

As a result of our cost reduction plan announced in November, we have reduced our office by 19% or more than $42 million on an annualized basis for the same period last year. This excludes the impact of expenses from the acquisitions since Q3 2022.

We expect our ongoing operating costs to be within the 40% to 50% range of revenue.

Net finance costs for the quarter were $40.3 million compared to $18.3 million in the same period in the prior year. The increase is due to lower favorable non-cash impacts from the change in fair value of the convertible debentures and loss on settlement of loans as compared to the prior period.

This was also partially offset by lower interest costs in the current period.

As a reminder, IFRS accounting requires us to mark-to-market or fair value these instruments each quarter, so we do expect this variability in our finance cost to continue. Acquisition and restructuring and other costs for the quarter were $15.8 million, an increase of $3.1 million from $12.7 million in the third quarter of last year.

A large portion of this cost in the fiscal '23 period relates to the ongoing divestiture of TM Group.

Turning to our balance sheet. As of March 31, 2023, we had approximately $193 million of liquidity.

This liquidity consists of cash, the revolving credit facility, and the delayed draw term loan. Our leverage ratio based on fiscal '24 consensus is currently 3.5x as of March 31.

The track record of strong cash flow conversion and the potential sale of the TM Group, we have a clear line of sight to reducing the leverage ratio in the near term.

This afternoon, we announced a substantial issuer bid of up to $15 million. We believe this is a prudent use of capital given the current valuation in the market and our discount relative to the other scaled application software companies Matt mentioned previously.

We view our shares at these levels as a great opportunity in the market available to us. We'll continue to be disciplined in our approach to capital allocation as we grow the business.

With that, I will turn it back to the operator for Q&A. Operator?

First place to start for me would be around the components of the annual recurring revenue, I see in the deck. It looks as though the build on annual recurring revenue has been steady.

And so I was hoping if you could just break apart the pieces there. But what are the constituents?

What parts of the business is that coming from?

You got to ask that question again, please, what are the constituents?

Yes, so is it coming from recent M&A, is it coming from the practice management? Is it coming from minimum contract agreements?

Is it coming from other parts? It would be great to understand just what is driving this annual recurring revenue?

Just break it apart, so it's a little easier to understand that. I think that would be helpful.

The biggest driver of it is our new sales strategy, which we currently have in Canada and are soon to look to expand our -- to Australia and the U.K., where we are on our practice management application, signing folks up to multiyear contracts. In the case of Canada, right now, it's minimum volume contracts where they will agree to spend a certain amount of money with us over a 3-year period primarily.

The second component is there was 2 recently announced acquisitions, both on the product and management side. One, a litigation business, a litigation software business in the fall.

And then halfway through the quarter, we expanded our practice standard capability in the U.K. But the vast majority of that growth is coming through our Canadian sales effort.

And then the minimum contracts on the transaction business, I think you're at 31%, 30%. Does that move forward meaningfully?

Sorry, we didn't catch that last sentence.

Sorry. Maybe I'm breaking up here.

But the percentage on minimum contracts for the transaction business, has that moved forward? Or is that still around 30%?

It's about 30% now. It's around 35%, give or take.

Rob. As you recall, we would have -- Rob, we would have launched that in the early part of Q4 last year.

So we started at 0. And as Matt mentioned, we're seeing kind of way above 30%.

That's a key driver for that contracted revenue.

Okay. And so that when you say that it's up 2x year-over-year, the big driver there would be the practice management and the recent M&A.

That would be probably the best way to describe that, right?

Correct, and the majority of that would be the sales, the practice management sales strategy and those acquisitions we did were both on the practice management segment of our product mix.

Maybe the second question would be around the TM Group activity, as much as you can share an update there would be helpful. I know you had the CMA issued some updates recently.

If you could just give us the current state of affairs.

Rob, yes, we don't have much of an update since the last quarter. It's still classified as an asset available for sale in our financials, as you can see.

And we continue to currently hold it that way and so the efforts are continuing.

And I think we said in our public disclosure, our preference is the sale of the business, but as a backup plan, we'll look to spin it out too.

And then maybe last question before I pass the line would be around churn. Have you ever seen any change in behavior, positive or negative, relative to the last quarter, and then I'll pass the line.

No change in the churn levels, Rob. We're still seeing low to mid-single digits on that.

And, yes, that's -- there's been no change in that trajectory.

Regarding the savings from the restructuring, would you have had a full quarter run rate in this quarter or sequentially heading into the June quarter, should there be some more benefit just from the full quarter impact?

Yes, we realized -- I know we provided a disclosure in the last quarter about the incremental that we expect to see. We did see that in a bit more this quarter, Thanos.

So that particular cost structure plan that we announced has fully realized. We'll always look at our cost base in light of the market conditions.

It seems like there was so far $100 million of M&A this quarter. Can you clarify on whether -- what that pertains to?

I'm assuming that wasn't all inside legal, I mean, that was disclosed. But as far as other acquisitions not disclosed, any color in terms of number or geographies or types of assets?

So in both -- I mean, in the quarter, all acquisitions we did were in the U.K. The assets we bought were in the U.K.

on our due diligence and inside side of the business. And then we talked about there was a product press release on the insight acquisition on the practice management side.

And just as far as the end market -- sorry, were you going to say something?

Yes, on the assets referenced, there was -- they were done, I believe, almost in the last day of the quarter, so there was no financial performance in the numbers from those acquisitions.

And then as far as the market outlook, in terms of just the geographic dynamic between Canada, the U.K., Australia, is it the case that you're seeing some bottoming and recovery in all 3 of those geographies? Or how does the geographic dynamic differ across those?

Yes. I mean, if you're referring to our Q4 outlook, we are seeing a bigger recovery in the Canadian market.

It's our biggest market. The Australian market has been relatively stable.

You'll see in the financial statements that were quarter -- year-over-year is quite stable in Australia. And the U.K., as Matt mentioned, will be influenced by the series of recent acquisitions that we have just performed.

Just one question on the SIB. How did you come up with the $15 million?

Obviously you're still acquiring, so -- and you're waiting for TM Group. But what -- it is probably less than a week of volume.

It probably would give the stock a lift, but maybe on a temporary basis. So I'm just wondering how you came up with the $15 million?

Actually it's the balance. We want to make sure we deploy our capital in a balanced way.

We're going to continue to grow through M&A. And we think buying back stock right now makes sense as well.

Look, this stock is deeply undervalued. And so there's nothing cheap we can buy in the market today than our stock, we wouldn't take a bend to that.

Maybe then why not $20 million or $25 million, I mean, I presume you want to have some balance sheet left. Is that kind of the reason you didn't make it bigger, just to keep some liquidity?

Correct. Well, the balance is the keyword, I mean, we thought it went bigger.

I think in the end of the day, we wanted to make sure we just had -- we had enough balance sheet capacity. We still have committed credit lines for acquisitions as well.

So we just want to make sure we had enough cash.

And last question, I probably ask every quarter is just what are you seeing in the M&A market in terms of multiples? You've always kind of said that it does trail that sellers want too much for their businesses, typically?

What are you seeing now, Matt, in terms of what's out there?

Look, the legal practice management space is one of the hottest and most sought out spaces in the market today, multiples, routinely go for high-teens, if not well in the 20s. It's a really expensive and sought after space often, things are transiting to some of those revenue multiples now, particularly in the United States.

But it's a very, very expensive space.

I had a question for you just on the guidance buildup. It might be a bit technical here.

But if I look at the remaining revenue to get to the $115 million, $120 million and look at the sort of the real estate transaction revenue, $34 million, it's about 40% of the remainder between the 2 months. So I'm wondering, is that how you look at it?

Or is there something I'm missing there from the actual revenue that go into that equation? Is there anything lumpy and seasonal in the non-real estate revenue.

I'm just looking at that calculation relative to the 50% exposure that you had in the current quarter?

Sorry, Kevin, what -- can you maybe just say the question again, we're trying to understand it.

Yes. Sorry, if you take -- you've disclosed that between May and June, you think you do $34 million in real estate-related revenue.

So to take that $34 million divided by the roughly 80, the -- it's about 40%, a little bit over 40%, and that's versus the 50%, I think, that you did in Q3. I'm just curious on what's happening in the quarter there.

So you get 40% when you add, is that correct what you're saying?

Yes. Go ahead.

Yes, I think what we're missing here, and you're comparing, I think, the $34 million divided by the guidance and saying that's a lower percentage than our real estate exposure. So we have to realize that in April, it's the total revenue, which includes both revenue exposed and revenue not exposed to real estate.

So that would be the reason why the numbers are different.

It's different. Okay.

Okay. Maybe I'll follow-up afterwards.

But I think that makes sense. And then just on going forward, the guidance of 33% of your revenue being exposed to real estate.

Can you just talk about M&A then. The current pipeline, what does it look like?

Are you looking at a lot of assets then that are outside of real estate? Or do you have to think about a shift in the way you're thinking about M&A and sort of the prospects that you're looking at?

Just curious on that longer-term goal relative to your -- sort of your M&A watchlist in the pipeline?

A lot of our M&A pipeline is focused generally on the practice management space. That's a big part of our business.

Again, we're arguably and we believe the world's largest provider of the software to small and medium law. The asset purchase we did in the U.K.

were related to products sold to law firms that focus on real estate with small [indiscernible]. But the practice management assets we bought both in the fall and last quarter would have been, have less exposure in that.

I mean as we look to diversify, we're looking to buy less stuff that has direct exposure to transactional real estate as we're really focused on increasing the predictability, given what we've been through in the last 18 months and subscription [indiscernible] revenue gives us that.

Thanks, everyone, for joining us today. We look forward to updating you with our Q4 results [ late in the summer ].

Have a great night.